Terms and conditions
§ 1 Scope
(1) If you are an entrepeneur within the meaning of § 14 of the German Civil Code (BGB) our business relationship shall be governed by the following general terms and conditions of sale in the version valid at the time the order was placed with us.
(2) An entrepeneur is an individual or a legal entity acting in the course of his business when concluding the legal transaction. A corporate partnership with legal capacity is a partnership which is capable of acquiring rights and entering into obligations.
(3) We reject any terms which deviate from the terms set out herein except where we have expressly consented to the same in writing. These terms and conditions shall apply to all future supplies and services provided to you.
§ 2 Offers, conclusion of the contract
(1) Our offers are subject to change and are submitted in writing or text form only. They are valid for a period of 30 days except where the period of validity is otherwise specified.
(2) You can place orders in writing, on the internet, by telephone or facsimile. When placing orders using the internet you can collect the products selected using a so-called basket by klicking the button „add to shopping cart“. By klicking the button „Submit order“ you are making a binding offer to purchase the items in your basket. Before placing the order you can view and change the items. The order can only be placed and transmitted after you have accepted these terms and conditions by clicking „I have read the terms and conditions of your shop and agree to their application“ upon which they are incorporated into the order.
(3) On receipt of your order we will send you an automatic confirmation of recipt by email in which the details of your order are listed again and which you can print off using the print function. The automatic confirmation of receipt merely documents that we have received your order. It does not constitute acceptance of your order. The contract of sale is concluded on our order acceptance which is generally sent by a separate email (order confirmation), however latest on receipt of the items ordered. Please check the items carefully and notify us without delay of any discrepancy with your order. Otherwise you are at risk that the terms of the order confirmation are deemed definitive. Where you fail to request an order confirmation you waive communication of acceptance within the meaning of § 151 (1st sentence) of the German Civil Code (BGB). Latest on delivery the text of the contract (consisting of the order, general terms and conditions of sale and order confirmation) will be provided to you (confirmation of the contract) in permanent form (by e-mail or on paper). The text of the contract will be stored in conformity with data protection requirements.
(4) The contract is concluded in the English language.
(5) Any changes, supplements and/or cancellation of the contract or these terms and conditions must be made in text form.
(6) Insofar as trade terms in accordance with the International Commercial Terms (INCOTERMS) are agreed, INCOTERMS 2010 shall apply.
§ 3 Prices, shipping cost, payment terms
(1) All prices in our online store are net and exclusive of statutory turnover tax plus shipping cost.
(2) Where the delivery or performance date is more than 3 months after the contract date we are entitled upon timely notification to you and prior to delivery or performance to adjust the price in such a manner as is necessitated by any general price development beyond our control (e.g. advance performance, exchange rate fluctuations, currency regulations, customs duties changes) or due to changes to sub-suppliers. For supplies made within the three month period the price valid on the contract date shall apply in any event. In relation to framework agreements with a price clause the three month period shall begin to run upon the effective date of the agreement. Cheques are accepted as conditional payment only. Bills of exchange are not accepted.
(3) The following payment terms are available: payment in advance, credit transfer, paypal (credit card and direct debit). If you wish to change your payment term please contact the relevant sales contact person.
(4) We are entitled to request down payments or payment in advance on your initial order or where your place of residence is abroad or where we are to ship the items abroad or where there are reasonable grounds to suspect that payment will not be remitted on time or in full. Where one of the conditions aforesaid occurs after the contract has been made we are entitled to revoke agreed payment term and to declare the unpaid payment due with immediate effect.
(5) Payment of the price is due immediately on conclusion of the contract. Where the payment date is specified with reference to a calender date, non-compliance with the deadline will immediately render you in default of payment. In such circumstances you are obliged to pay us interest on arrears at a rate of 9% above the base rate. Your obligation to pay interest on arrears does not preclude us from claiming additional damages for delay.
(6) The shipping cost shall be paid by you. You will find the current shipping rates here. Enquiries regarding the shipping cost for deliveries abroad are to be made by email to [email protected] or under the telephone number +49-641-9726-217.
(7) Deliveries to countries outside the European Union are in addition subject to customs duties which are to paid for by the recipient.
(8) The flat shipping rate for parcels within Germany does not apply for order values in excess of 150.00 Euro. It also does not apply for neutral direct shipments (drop shipping, shipments on behalf of third parties) to your customers.
(9) Enquiries concerning the cost of express shipment and bulky consignments are also to be made by telephone.
(10) For orders placed with a value below 50 Euro we charge a minimum quantity surcharge.
§ 4 Delivery and availability
(1) We calculate the period of delivery indicated from the date of the order confirmation subject to prepayment of the purchase price (except for purchases on account). The standard delivery period is 1 – 2 days unless otherwise specified for the item purchased in our online shop.
(2) Where an item ordered is not available in stock, the remaining items will usually be shipped immediately. You will usually receive an order confirmation as regards the items not in stock which will be shipped without charge. Where the items are due for collection and you fail to collect them within 14 days after receipt of notification of their readiness for shipment we reserve the right to cancel the order. Where the item is permanently unavailable, we will not not confirm the order in which case no contract is made.
(3) Except where otherwise agreed we deliver EXW (ex works) from our warehouse; where we ship the items at your request, we determine the mode and route of shipment and the carrier.
(4) Delivery by instalment is permitted where it is not unreasonable for you.
§ 5 Retention of title
(1) We retain title to the goods until payment of all current and future claims under the contract and any ongoing business relationship (Secured Goods) have been received.
(2) Goods which are subject to a reservation of title shall not be mortgaged or assigned by way of security to third parties prior to receipt of full payment. You shall inform us in text form without delay where an insolvency application has been made or where levies of execution (attachment orders) are made against the Secured Goods.
(3) Where you are in breach of your contractual obligations, in particular where you fail to remit payment of the price, we are entitled to rescind the contract subject to the statutory requirements and/or to demand the surrender of the goods. The demand for surrender does not automatically imply rescission of the contract; we are entitled to demand the surrender of the goods and reserve the right to rescind the contract. Where you fail to remit payment of the purchase price we are only entitled to enforce those rights where, prior thereto, we have set you a reasonable deadline to remit payment or the setting of such a deadline is not required legally.
(4) Subject to 4 c) below you are authorised to resell or process the Secured Goods in the ordinary course of your business. In such circumstances the following shall apply:
(a) The reservation of title shall extend in its full value to products which originate from the processing, mixing or combining of the Secured Goods. Where after the processing, mixing or combining of the Secured Goods with third party goods third party property rights remain in existence, we shall acquire joint title to the resulting products in proportion to the invoice value of the Secured Goods which have been processed, mixed or combined. The originating product shall otherwise be subject to the same terms which apply to the Secured Goods as set out aforesaid.
(b) Claims against third parties based on the resale of the Secured Goods or the resulting products are hereby assigned by you to us by way of security in the value of our co-ownership as set out in the preceding paragraph (a). We accept such assignment. Your duties as set out in § 5(2) shall apply to assigned claims accordingly.
(c) You shall remain authorised to collect payment in addition to ourselves. We undertake not to collect payment for as long as you comply with your payment obligations to us, there is no deficiency in his performance capability and we have not exercised our rights under § 7 (3) aforesaid. In such circumstances we can request you to inform us of the assigned claims and their debtors, to provide us with any information required to collect payment and corresponding documentation and to inform the debtors of the assignment. Furthermore in such circumstances we are entitled to revoke your authorisation to process and resell the Secured Goods.
(d) If the value of the securities provided to us exceeds our claims by more than 10 percent, we undertake to release securities of our choice on your demand.
(e) In the event that the above retention of title clauses are void or unenforceable according to the law of the state/country in which the goods are situated, the collateral security which corresponds to the retention of title in that state/country is deemed to be agreed.
§ 6 Acceptance and return of goods
(1) Acceptance of the goods supplied including instalment deliveries is a primary obligation of yours. Where you refuse or omit acceptance you shall be in default of acceptance without further reminder.
(2) Where you fail to accept the goods we are entitled to revoke the contract upon the expiration of a four week grace period and claim damages. At our option we are entitled to claim 10% of the purchase price without evidence of damage - unless you provide evidence that we have suffered considerably less or no damage – or compensation for the damage actually incurred.
(3) In lieu of the rights set out aforesaid we can carry out a similar delivery within a reasonable grace period on the agreed terms. The delivery cost for the second delivery will be borne by you. Our returns form is to be used for every kind of return. We are unable to process goods returned without a returns form or a precise description of the defect.
(4) The goods are to be returned in their original condition and in their original packaging together with the returns form duly filled out and the proof of purchase. The return cost will be borne by you. We will also charge a fee in the amount of 15% of the net invoice value for taking the goods back. This shall not apply where you are entitled by law to rescind the contract (in accordance with §323 of the German Civil Code) or demand that goods be repaired or replaced (in accordance with § 437 No. 1 of the German Civil Code).
§ 7 Warranty
(1) The goods supplied by us correspond to the German regulations and standards currently in force.
(2) We give no guarantee that the goods comply with other national regulations. Where the goods are to be put into operation overseas it is the responsibility of the Purchaser to ensure that the goods are in conformity with the relevant legal requirements and standards and where required to make appropriate adaptations.
(3) You shall not be entitled to make a claim based on defective delivery or performance where the reduced value or merchantability of the goods delivered or services supplied is nominal.
Where the goods delivered by us are defective and you have notified us of the same in writing not later than 28 days after the delivery date we shall at our option deliver a replacement or remedy the defect. You shall grant us a reasonable period of not less than 10 working days to carry out the same.
(4) You are entitled to demand reimbursement of the costs incurred by reason of the replacement delivery or remedying of the defect insofar as such costs are not increased due to the subsequent transportation of the goods delivered to a location other than the original shipment location unless the purpose for which the goods are intended requires the same.
(5) In the event that we are not in a position to remedy the defect or deliver a replacement you are entitled to rescind the contract or to demand a reasonable reduction in the purchase price. Rescission of the contract is only permissible where you prior thereto set a final and reasonable deadline in text form expressly indicating your intention.
(6) You shall retain a right or recourse against us within the meaning of §478 of the German Civil Code (BGB) insofar as you have not agreed terms with your customer which exceed the statutory liability for defects.
§ 8 Intellectual property rights and indemnity
(1) We will indemnify you against third party claims based on violation of third party intellectual property rights provided you have notified us of such claim in writing and without delay and that we are able to exercise all requisite legal measures in defence of the claim (including conducting the court case and concluding any settlement).
(2) You will assist us where possible. Goods which violate third party rights shall, at our option, be modified or replaced with non-infringing goods. Alternatively we will reimburse you the purchase price less a reasonable usage fee.
§ 9 Liability
(1) Except where otherwise provided in these general terms and conditions of sale including the following we are liable in accordance with statutory requirements for the breach of any contractual or non-contractual obligation.
(2) We are liable in damages – irrespective of the legal basis of your claim – for fault based liability based on wilful or gross negligent default. For negligent default we are liable in accordance with the statutory provisions for the following, subject to a more lenient standard of liability (e.g. exercise of due care in our own affairs):
a) damages based on injury to life, limb and health,
b) damages based on a non insignificant breach of a material contractual obligation (i.e. an obligation which is characteristic of performance of the contract and upon which the customer could normally rely); in such circumstances our liability is limited to compensation for damages which were foreseeable and ordinarily incurred.
(3) The limitation of liability set out in §9 (2) aforesaid also applies for breaches of obligation by or for the benefit of persons, for whose default we are responsible by law. They do not apply where we have fraudulantly concealed a defect or where we have given a guarantee of quality for the goods or for your claims under product liability laws.
§ 10 Software
Software supplied by us which we have not produced ourselves is subject to the terms of the respective software licence which is included with the goods. You hereby expressly acknowledge such terms.
§ 11 Act of god
(1) In the event of an act of god we are entitled to suspend performance of our obligation to deliver; where there is a considerable change in the circumstances prevalent at the formation of the contract, we reserve the right to rescind the contract. Acts of god include all circumstances beyond our responsibility which hinder or render our delivery obligation impossible irrespective of whether such circumstances are incurred by ourselves, a supplier or a vicarious agent.
(2) Where the obstacle to delivery continues for a period of more than 2 months, each party shall be entitled to terminate the contract without notice.
(3) All other claims are barred.
§ 12 Offset and rights of retention, subcontracting
(1) You are only entitled to exercise rights of offset or retention where your claim is undisputed or has been finally adjudicated by a court of law. Counterclaims based on faulty supplies remain unaffected.
(2) We are entitled to have individual obligations performed by sub-contractors.
§ 13 Data protection
Insofar as is necessary for the handling of our business we are authorised to store and process your data electronically within the framework of data protection legislation. For all entries made on the order page the following applies: Your data is securely transmittted by SSL between your browser and the server. The data is encrypted using Triple-DES (168/112 Bit). The key length is 1024 Bit.
§ 14 Applicable law and jurisdiction
(1) If you are a businessman within the meaning of the German Commercial Code, a public law legal entity or a special public law fund, the exclusive – and international - legal venue for all disputes directly or indirectly arising from the contract is our head office in Gießen. Where we institute legal proceedings we shall also have the option to do so at your general place of jurisdiction.
(2) All legal relations between yourselves and us are governed by the law of the Federal Republic of Germany.
